Contracts and agreements in violation of article as void

Any contract or franchise agreement or part thereof or practice thereunder in violation of any provision of this article shall be deemed against public policy and shall be void and unenforceable. (Code 1981, § 13-8-41, enacted by Ga. L. 1993, p. 1585, § 4.) 13-8-42. Repurchase of inventory upon termination of franchise; payment for inventory repurchased; title to repurchased inventory; exempt inventory items; civil liability for failure to repurchase inventory. (a) Whenever any wholesaler enters into a franchise agreement with a manufacturer wherein the wholesaler agrees to maintain an inventory of farm equipment or implements or repair parts and the franchise is subsequently terminated, the manufacturer shall repurchase the inventory as provided in this article. The wholesaler may keep the inventory if he desires. If the wholesaler has any outstanding debts to the manufacturer, then the repurchase amount may be credited to the wholesaler’s account. (b) The manufacturer shall repurchase that inventory previously purchased from him and held by the wholesaler on the date of termination of the contract. The manufacturer shall pay 100 percent of the actual wholesaler’s cost, including freight, of all new, unsold, undamaged, and complete units of farm equipment or implements which are resalable, all demonstrator units of farm equipment or implements, and 100 percent of the current wholesale price of all new, unused, undamaged repair parts and accessories which are listed in the manufacturer’s current parts price list. The manufacturer shall pay the wholesaler 5 percent of the current 579 13-8-43 wholesale price on all new, unused, and undamaged repair parts returned to cover the cost of handling, packing, and loading. (c) Upon payment within a reasonable time of the repurchase amount to the wholesaler, the title and right of possession to the repurchased inventory shall transfer to the manufacturer. (d) The provisions of this article shall not require the repurchase from a wholesaler of: (1) Any repair part which has a limited storage life or is otherwise subject to deterioration; (2) Any single repair part which is priced as a set of two or more items; (3) Any repair part which, because of its condition, is not resalable as a new part without repackaging or reconditioning; (4) Any inventory for which the wholesaler is unable to furnish evidence, reasonably satisfactory to the manufacturer, of good title, free and clear of all claims, liens, and encumbrances; (5) Any inventory which the wholesaler desires to keep, provided the wholesaler has a contractual right to do so; (6) Any unit of farm equipment or implement which is not in new, unused, undamaged, complete condition, except units that have been used by the wholesaler as demonstrators; (7) Any repair parts which are not in new, unused, undamaged condition; (8) Any inventory which was ordered by the wholesaler on or after the date of receipt of the notification of termination of the franchise; or (9) Any inventory which was acquired by the wholesaler from any source other than the manufacturer. (e) If any manufacturer shall fail or refuse to repurchase any inventory covered under the provisions of this article within 60 days after termination of a wholesaler’s contract, he shall be civilly liable for 100 percent of the current wholesale price of the inventory plus any freight charges paid by the wholesaler, the wholesaler’s reasonable attorney’s fees, court costs, and interest on the current wholesale price computed at the legal interest rate from the sixty-first day after termination. (Code 1981, § 13-8-42, enacted by Ga. L. 1993, p. 1585, § 4.) 13-8-43. Repurchase of inventory upon death or incapacity of dealer or majority stockholder of corporate dealer. In the event of the death or incapacity of the wholesaler or the majority stockholder of a corporation operating as a wholesaler, the manufacturer 580 T.13, C.8, A.4 shall, at the option of the heirs at law if the wholesaler died intestate, or the devisees or transferees under the terms of the deceased wholesaler’s last will and testament if said wholesaler died testate, repurchase the inventory from said heirs or devisees as aforesaid as if the manufacturer had terminated the contract, and the inventory repurchase provisions of Code Section 13-8-42 are made expressly applicable hereto. The heirs or devisees as aforesaid shall have one year from the date of the death of the wholesaler or majority stockholder to exercise their option under this article; provided, however, that nothing in this article shall require the repurchase of inventory if the heirs or devisees as aforesaid and the manufacturer enter into a new franchise agreement to operate the wholesale business. (Code 1981, § 13-8-43, enacted by Ga. L. 1993, p. 1585, § 4.) 13-8-44. Indemnification of dealer for losses relating to manufacture, assembly, design, or functions beyond control of dealer. A manufacturer will fully indemnify and hold harmless its wholesaler against any losses including, but not limited to, court costs and reasonable attorney’s fees or damages arising out of complaints, claims, or lawsuits including, but not limited to, strict liability, negligence, misrepresentation, express or implied warranty, or rescission of the sale where the complaint, claim, or lawsuit relates to the manufacture, assembly, or design of new items covered by this article, parts or accessories, or other functions by the manufacturer which are beyond the control of the wholesaler. (Code 1981, § 13-8-44, enacted by Ga. L. 1993, p. 1585, § 4.) 13-8-45. Applicability of article to existing contracts without expiration dates and to contracts entered or renewed after November 1, 1982. The provisions of this article shall apply to all contracts now in effect which have no expiration date and are a continuing contract and all other contracts entered into or renewed after November 1, 1982. Any contract in force and effect on November 1, 1982, which by its own terms will terminate on a date subsequent thereto shall be governed by the law as it existed prior to this article. (Code 1981, § 13-8-45, enacted by Ga. L. 1993, p. 1585, § 4.) ARTICLE 4 RESTRICTIVE COVENANTS IN CONTRACTS Delayed effective date. — Ga. L. 2009, p. 231, § 4 provides that the 2009 enactment of this article becomes effective following the ratification at the time of the 2010 general election of an amendment to the Constitution of Georgia providing for the enforcement of covenants in commercial contracts that limit competition and shall apply to contracts entered into on and after such date and shall not apply in actions determining the enforceability of restrictive covenants entered into before such date and that if such amendment is not so ratified, then this article shall stand automatically repealed. 581 13-8-51 13-8-50. (For effective date, see note.) Legislative findings. The General Assembly finds that reasonable restrictive covenants contained in employment and commercial contracts serve the legitimate purpose of protecting legitimate business interests and creating an environment that is favorable to attracting commercial enterprises to Georgia and keeping existing businesses within the state. Further, the General Assembly desires to provide statutory guidance so that all parties to such agreements may be certain of the validity and enforceability of such provisions and may know their rights and duties according to such provisions. (Code 1981, § 13-8-50, enacted by Ga. L. 2009, p. 231, § 3/HB 173.) Editor’s notes. — For information as to the effective date of this Code section, see the delayed effective date note at the beginning of this article.